Filed by Aetna Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Humana
Inc.
(Commission File No.: 001-05975
The following article was made available on Aetna’s internal
website:
AetNet Home Page
Humana Hotlist: Why Humana Matters
Aetna and Humana have attracted lots of attention in the past
month –from employees as well as consumers, providers, regulators and other external stakeholders. It’s important
that our voice be part of the conversation so Aetna recently launched a new micro-site to showcase the benefits of combining our
two complementary businesses. Learn more and feel free to share a link to the microsite with customers, although please remember
to read and follow the communication “Rules of the Road” if you wish to discuss
Humana or the proposed acquisition in an e-mail or other communication.
(Learn more will link to Aetna-Humana Connect page
with THIS copy:
Humana Hotlist: Why Humana Matters
Aetna is pursuing a mission of building a healthier world –
reshaping the health care system to be more consumer-centric in order to give our members as many healthy days as possible. Through
our proposed acquisition of Humana, we will have a partner that will complement and accelerate our efforts because the people of
Humana share our values of putting the consumer at the center of everything we do, and they share our mission of building a healthier
world.
The proposed acquisition of Humana has attracted lots of attention
in the past month –from employees as well as consumers, providers, regulators and other external stakeholders – and
it is important that our voice be part of the conversation. Toward that end, Aetna recently launched a new micro-site
to showcase the many benefits of combining our two complementary businesses.
The micro-site provides information for all those interested
in learning more about the Humana deal. Elements of the site include a section describing the many benefits of the transaction
to those we serve; an “In the News” section devoted to press releases and various media reports related to the transaction;
and a section that offers information about Medicare, a fast-growing program where Humana has a strong individual presence.
We’ll be adding new content regularly, so please bookmark
the site for future reference. We also know that many employees have been asking for deal-related information they can share with
customers, so please feel free to point them to this site, too.
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed
transaction between Aetna Inc. (“Aetna”) and Humana Inc. (“Humana”), on August 10, 2015, Aetna filed with
the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which included a preliminary
joint proxy statement of Aetna and Humana that also constitutes a preliminary prospectus of Aetna, which will be mailed to stockholders
of Aetna and Humana. The registration statement has not yet become effective. After the registration statement is declared effective
by the SEC, a definitive joint proxy statement/prospectus will be mailed to shareholders of Aetna and stockholders of Humana.
INVESTORS AND SECURITY HOLDERS OF AETNA AND HUMANA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC by Aetna or Humana through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Aetna are available free of charge on Aetna’s internet website at http://www.Aetna.com
or by contacting Aetna’s Investor Relations Department at 860-273-2402. Copies of the documents filed with
the SEC by Humana are available free of charge on Humana’s internet website at http://www.Humana.com
or by contacting Humana’s Investor Relations Department at 502-580-3622.
Aetna, Humana, their respective directors and certain of their
respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of Humana is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on February 18, 2015, its proxy statement for its 2015 annual meeting of stockholders,
which was filed with the SEC on March 6, 2015, and its Current Report on Form 8-K, which was filed with the SEC on April 17, 2015.
Information about the directors and executive officers of Aetna is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2014 (“Aetna’s Annual Report”), which was filed with the SEC on February 27, 2015, its proxy statement
for its 2015 annual meeting of shareholders, which was filed with the SEC on April 3, 2015 and its Current Reports on Form 8-K,
which were filed with the SEC on May 19, 2015, May 26, 2015 and July 2, 2015. Other information regarding the participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained
in the preliminary joint proxy statement/prospectus filed with the SEC and will be contained in the definitive joint proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “explore,”
“evaluate,” “intend,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” or “will,” or the negative
thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and
involve known and unknown risks and uncertainties, many of which are beyond Aetna’s and Humana’s control.
Statements in this communication regarding Aetna that are forward-looking,
including Aetna’s projections as to the anticipated benefits of the pending transaction to Aetna, the impact of the pending
transaction on Aetna’s businesses, the synergies from the pending transaction, and the closing date for the pending transaction,
are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other
factors, many of which are beyond Aetna’s control. In particular, projected financial information for the combined businesses
of Aetna and Humana Inc. is based on management’s estimates, assumptions and projections and has not been prepared in conformance
with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro
forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation
from, or as a substitute for, the historical financial statements of Aetna or Humana Inc. Important risk factors could cause actual
future results and other future events to differ materially from those currently estimated by management, including, but not limited
to: the timing to consummate the proposed acquisition; the risk that a condition to closing of the proposed acquisition may not
be satisfied; the risk that a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained
or is obtained subject to conditions that are not anticipated; Aetna’s ability to achieve the synergies and value creation
contemplated by the proposed acquisition; Aetna’s ability to promptly and effectively integrate Humana’s businesses;
the diversion of management time on acquisition-related issues; unanticipated increases in medical costs (including increased intensity
or medical utilization as a result of flu or otherwise; changes in membership mix to higher cost or lower-premium products or membership-adverse
selection; medical cost increases resulting from unfavorable changes in contracting or re-contracting with providers (including
as a result of provider consolidation and/or integration); and increased pharmacy costs (including in Aetna’s health insurance
exchange products)); the profitability of Aetna’s public health insurance exchange products, where membership is higher than
Aetna projected and may have more adverse health status and/or higher medical benefit utilization than Aetna projected; uncertainty
related to Aetna’s accruals for health care reform's reinsurance, risk adjustment and risk corridor programs (“3R’s”);
the implementation of health care reform legislation, including collection of health care reform fees, assessments and taxes through
increased premiums; adverse legislative, regulatory and/or judicial changes to or interpretations of existing health care reform
legislation and/or regulations (including those relating to minimum MLR rebates); the implementation of health insurance exchanges;
Aetna’s ability to offset Medicare Advantage and PDP rate pressures; and changes in Aetna’s future cash requirements,
capital requirements, results of operations, financial condition and/or cash flows. Health care reform will continue to significantly
impact Aetna’s business operations and financial results, including Aetna’s pricing and medical benefit ratios. Key
components of the legislation will continue to be phased in through 2018, and Aetna will be required to dedicate material resources
and incur material expenses during 2015 to implement health care reform. Certain significant parts of the legislation, including
aspects of public health insurance exchanges, Medicaid expansion, reinsurance, risk corridor and risk adjustment and the implementation
of Medicare Advantage and Part D minimum medical loss ratios (“MLRs”), require further guidance and clarification at
the federal level and/or in the form of regulations and actions by state legislatures to implement the law. In addition, pending
efforts in the U.S. Congress to amend or restrict funding for various aspects of health care reform, and litigation challenging
aspects of the law continue to create additional uncertainty about the ultimate impact of health care reform. As a result, many
of the impacts of health care reform will not be known for the next several years. Other important risk factors include: adverse
changes in health care reform and/or other federal or state government policies or regulations as a result of health care reform
or otherwise (including legislative, judicial or regulatory measures that would affect Aetna’s business model, restrict funding
for or amend various aspects of health care reform, limit Aetna’s ability to price for the risk it assumes and/or reflect
reasonable costs or profits in its pricing, such as mandated minimum medical benefit ratios, or eliminate or reduce ERISA pre-emption
of state laws (increasing Aetna’s potential litigation exposure)); adverse and less predictable economic conditions in the
U.S. and abroad (including unanticipated levels of, or increases in the rate of, unemployment); reputational or financial issues
arising from Aetna’s social media activities, data security breaches, other cybersecurity risks or other causes; Aetna’s
ability to diversify Aetna’s sources of revenue and earnings (including by creating a consumer business and expanding Aetna’s
foreign operations), transform Aetna’s business model, develop new products and optimize Aetna’s business platforms;
the success of Aetna’s Healthagen® (including Accountable Care Solutions and health information technology) initiatives;
adverse changes in size, product or geographic mix or medical cost experience of membership; managing executive succession and
key talent retention, recruitment and development; failure to achieve and/or delays in achieving desired rate increases and/or
profitable membership growth due to regulatory review or other regulatory restrictions, the difficult economy and/or significant
competition, especially in key geographic areas where membership is concentrated, including successful protests of business awarded
to Aetna; failure to adequately implement health care reform; the outcome of various litigation and regulatory matters, including
audits, challenges to Aetna’s minimum MLR rebate methodology and/or reports, guaranty fund assessments, intellectual property
litigation and litigation concerning, and ongoing reviews by various regulatory authorities of, certain of Aetna’s payment
practices with respect to out-of-network providers and/or life insurance policies; Aetna’s ability to integrate, simplify,
and enhance Aetna’s existing products, processes and information technology systems and platforms to keep pace with changing
customer and regulatory needs; Aetna’s ability to successfully integrate Aetna’s businesses (including Humana, Coventry,
bswift LLC and other businesses Aetna may acquire in the future) and implement multiple strategic and operational initiatives simultaneously;
Aetna’s ability to manage health care and other benefit costs; adverse program, pricing, funding or audit actions by federal
or state government payors, including as a result of sequestration and/or curtailment or elimination of the Centers for Medicare
& Medicaid Services’ star rating bonus payments; Aetna’s ability to reduce administrative expenses while maintaining
targeted levels of service and operating performance; failure by a service provider to meet its obligations to us; Aetna’s
ability to develop and maintain relationships (including collaborative risk-sharing agreements) with providers while taking actions
to reduce medical costs and/or expand the services Aetna offers; Aetna’s ability to demonstrate that Aetna’s products
and processes lead to access to quality affordable care by Aetna’s members; Aetna’s ability to maintain Aetna’s
relationships with third-party brokers, consultants and agents who sell Aetna’s products; increases in medical costs or Group
Insurance claims resulting from any epidemics, acts of terrorism or other extreme events; changes in medical cost estimates due
to the necessary extensive judgment that is used in the medical cost estimation process, the considerable variability inherent
in such estimates, and the sensitivity of such estimates to changes in medical claims payment patterns and changes in medical cost
trends; a downgrade in Aetna’s financial ratings; and adverse impacts from any failure to raise the U.S. Federal government's
debt ceiling or any sustained U.S. Federal government shut down. For more discussion of important risk factors that may materially
affect Aetna, please see the risk factors contained in Aetna’s 2014 Annual Report on Form 10-K (“Aetna’s 2014
Annual Report”) on file with the Securities and Exchange Commission (“SEC”). You should also read Aetna’s
2014 Annual Report and Aetna’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, on file with the SEC, for
a discussion of Aetna’s historical results of operations and financial condition.
No assurances can be given that any of the events anticipated
by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results
of operations, financial condition or cash flows of Aetna or Humana. Neither Aetna nor Humana assumes any duty to update
or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.
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